Thankfully, Carell's take on Smart is just what the franchise needed to get going again.

Dwayne Johnson (formerly "The Rock") is trying to be taken seriously as an actor these days. He's working hard enough on it that he's dropped the old wrestling tag "The Rock" from his crediting, and is simply credited as Dwayne Johnson. Funny truth: he's actually a pretty good actor, and they stayed completely away from any of the typical "insert his wrestling moves" nonsense he's been put through in previous movies.

Anne Hathaway as Agent 99.... me wantee. And they did an amazing job of making her look like Barbara Feldon, too, even to the point of sticking her in a wig of the same hairdo for part of the movie. The dynamic between her and Max isn't quite the same, but it works.

Steve Carell makes this movie. He's about the only actor in this generation that I could see doing any justice to Don Adams' original work, and he pulls it off brilliantly.

Watch for cameos all over the place - Bill Murray (filling in admirably for Dave Ketchum), the original Siegfried (Bernie Kopell), Patrick Warburton (who looks amazingly like Richard Gautier), and James Caan switching roles (Rupert of Rathskeller back in '65, The President this time around). A few faces notably missing (such as The Chief, Edward Platt, who died back in 1974) but new faces like Alan Arkin do a fantastic job of stepping in and filling the roles. The only thing really missing is Smart and Siegfried's "mutual admiration" bit (in the original, both would act like friends/colleagues whenever there wasn't reason to fight, and sometimes even in the middle of a fight... the new Siegfried is a lot less genial).

Amazingly, if you think you know what this movie will be like from the trailers... you know nothing. They did such a good job of hiding the plot in their trailers that you won't see things coming, and you'll split your sides laughing.

Hopefully, this will spawn sequels, as there's a ton of Smart to play with - I'd love to see Bronzefinger ("a thumb is also a finger!") make an appearance, and of course we still have Schtarker and The Claw ("not za craw, THE CLAW") to deal with.